Taxes means any and all taxes, including all charges, fees, customs, duties, levies or other assessments in the nature of taxes, imposed by any Tax Authority, including income, gross receipts, net proceeds, excise, property, personal property (tangible and intangible), production, sales, gain, use, license, custom duty, unemployment, corporation, transfer, franchise, payroll, withholding, social security (or similar), estimated, minimum estimated, profit, windfall profit, severance, value added, disability, premium, occupation, service, leasing, employment, stamp, goods and services, ad valorem, fuel, excess profits, alternative or add-on minimum, turnover, utility, utility users and any other taxes, charges, fees, customs, duties, levies and other assessments in the nature of taxes, including any interest, penalty or addition thereto.
Transferee or applicable Transferee means (a) with respect to the 522 HoldCo Transfer, 522 Transferee, and (b) with respect to the PCW HoldCo Transfer, PCW Transferee.
Transfer Taxes means all transfer, sales, use, goods and services, value added, documentary, stamp duty, transfer and conveyance Taxes and other similar Taxes, duties, fees or charges payable to any Tax Authority as a result of the Restructuring Transactions and any other transactions contemplated in this Agreement.
VW is defined in the preamble of this Agreement.
VW1 is defined in the recitals of this Agreement.
VW IP is defined in Section 6.4(e).
VW1 Project is defined in the recitals of this Agreement.
VW LLCA means that certain Fifth Amended and Restated Limited Liability Company Agreement of Vineyard Wind LLC dated as of May 8, 2017.
Section 1.2 Rules of Interpretation. Unless otherwise expressly provided or unless required by the context in which any term appears:
(a) the singular shall include the plural and the plural shall include the singular; references to Articles, Sections, Schedules, or Exhibits (if any) shall be to articles, sections, schedules or exhibits (if any) of this Agreement, as the same may be amended, modified, supplemented or replaced pursuant to the terms hereof from time to time;
(b) all references to a particular entity or Party shall include a reference to such entitys successors and permitted assigns;
(c) the words herein, hereof and hereunder shall refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement;
(d) all references to $ or dollar amounts will be to lawful currency of the United States of America;
(e) any reference to money refers to legal currency of the United States unless otherwise provided;